Mid-America Apartment Communities
Annual Report 2012

Plain-text annual report

P R O V E N P E R F O R M A N C E 2 1 0 2 A N N U A L R E P O R T 2012 T R O P E ANNUAL R 2 0 1 2 MAA 2012 Annual Report 2 1 0 2 T R O A N N U A L R E P O R T 2 0 1 2 P E ANNUAL R Proven Performance 15% $2.64 2012 FFO/Share YEAR OVER YEAR GROWTH 2012 Dividends Paid PER SHARE MAA has a track record of proven performance that starts with a disciplined approach to investing capital in younger, high-quality apartments in both large and secondary high-growth markets. With an efficient, technology-based operating platform, our team of experienced real estate professionals transforms these high- quality apartments into the communities our residents call home. This dynamic of disciplined capital deployment and operational strength drives our consistent, full-cycle performance and superior long-term returns for shareholders. MAA is a real estate investment trust (REIT) that acquires, owns and operates apartment communities in the Sunbelt region of the United States. At December 31, 2012, MAA had ownership interest in and operated 49,591 units in 166 communities in 13 states. MAA’s common shares are traded on the New York Stock Exchange under the ticker symbol MAA. For more information about MAA, please visit www.maac.com. NORFOLK / HAMPTON / VIRGINIA BEACH, VA CHARLOTTE, NC CHARLESTON, SC JACKSONVILLE, FL ORLANDO, FL 2012 Growth in Key Markets NASHVILLE, TN KANSAS CITY, MO LITTLE ROCK, AR AUSTIN, TX SAN ANTONIO, TX ATLANTA, GA 7 Acquisitions $345M 5 Developments $187M Pipeline $75M Invested in 2012 Superior Long-term Shareholder Return $50,000 45,000 40,000 35,000 30,000 25,000 20,000 15,000 10,000 $45,607 M A A I N V E S T M E N T $34,153 M U LT I FA M I LY S E C T O R I N V E S T M E N T 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Valuable Return on a $10,000 Investment (SOURCE: SNL EQUITY RESEARCH) — P A G E O N E — — P A G E O N E — Kansas City, MO / Market Station P R O V E N P E R F O R M A N C E L I V E D E R I N G RET U R N S S N R U ERING RET D E LIV Delivering Superior Shareholder Returns T O TA L A N N UA L SH A R EHOL DER R E T U R NS ( S OU RC E : SN L EQU I T Y R E SE A RCH ) 5-YR 10-YR 1.7% 7.1% SINCE MAA IPO 8.0% S&P 500 5-YR 10-YR SINCE MAA IPO 5-YR 10-YR SINCE MAA IPO 6.5% SNL US REIT Equity Sector Average 12.3% 11.0% 11.7% 12.5% 10.8% 5-YR 10-YR SINCE MAA IPO MAA 14.2% 16.4% 13.5% — P A G E T H R E E — M A A / 2 0 1 2 A N N U A L R E P O R T Nashville, TN / Venue at Cool Springs — P A G E F O U R — P R O V E N P E R F O R M A N C E — P A G E F I V E — Atlanta, GA / Allure at Brookwood P R O V E N P E R F O R M A N C E C E R S O R D R ESU L T S R E T L U CORD RES $4.57 RECORD FULL YEAR FFO/ SHARE Record Results In 2012, we delivered record results to our shareholders with year-end funds from operations, or FFO, of $4.57 per share— a 15% increase over the prior year. We announced our 76th consecutive quarterly dividend—an increase of 5.3%. And, MAA shareholders captured another year of total return that exceeded the apartment REIT sector average; supporting our long-term record of sector out-performance—16.4% annual compounded return to shareholders over the past 10 years. We continued to strengthen our balance sheet, increasing our fixed charge coverage to 4.3x from 3.7x last year and decreasing our leverage to 44.1%. Our total market capitalization at year end was $4.53 billion—with debt comprising 37%, down from 39% the prior year. In January 2013, we became fully investment grade rated with the assignment of Standard and Poor’s Ratings Services’ first-time issuer rating of BBB- with a positive outlook. This rating combined with existing ratings from Fitch Ratings (BBB) and Moody’s Investors Service (Baa2) reflects the strength of MAA’s balance sheet position. — P A G E S E V E N — M A A / 2 0 1 2 A N N U A L R E P O R T T R O P Y G E F O L I O S TR A T E G Y P O R T T A FOLIO STR $345M ACQUISITIONS Portfolio Strategy A key component in the level and stability of our results is our portfolio strategy. With a focus on areas favorable for strong job and demographic growth, we employ a diversified approach of owning high-quality properties in both large and key secondary markets. We feel this provides a more stable cash flow by driving down risk and volatility. In 2012, 59% of our gross assets were invested in large markets and 41% were in select secondary markets. Our disciplined redeployment of capital maintains the quality of our portfolio and results by allowing for strategic upscale acquisitions in key markets. In 2012, we completed the disposi- tion of nine properties for $113 million, supporting the acquisi- tion of seven communities totaling $345 million—including the purchase of Market Station, which represented our entrance into the Kansas City, Missouri market. We continue to invest in select development opportunities through pre-purchasing apartment communities to be built as a way to continually introduce new and high-end properties to the port- folio without taking on the full risks associated with new devel- opment. Construction was completed at two properties in 2012: The Ridge at Chenal Valley in Little Rock and Venue at Cool Springs in Nashville. Development and lease-up continues at 1225 South Church Street, Phase II, in Charlotte, 220 Riverside in Jacksonville and River’s Walk in Charleston. We also strategically renovate key communities in our existing portfolio. In 2012, 3,236 units were renovated at an average cost of $4,300 per unit, achieving average rental rate increases of 10% above non-renovated units. — P A G E E I G H T — Charleston, SC / River’s Walk P R O V E N P E R F O R M A N C E G N E R T S S N O I T A T H O F O PE R A T I O N S S T R E N G R TH OF OPE 6.6% Y E A R O V E R Y E A R S A M E S TO R E N O I I N C R E A S E Strength of Operations Another key component of our results is our operating platform. Through a dedicated team of onsite managers, leasing agents and landscape and maintenance teams, we are able to drive demand by exceeding the needs of our residents. We create great homes by providing superior customer service, scrupulously maintain- ing our communities, enhancing curb appeal with landscape and exterior improvements and by providing high-end, desirable amenities that appeal to today’s discerning apartment resident. We also utilize environmentally friendly practices to create a socially responsible living environment and better quality of life for our residents and employees. We put the most up-to-date tools in the hands of our employees including a real time and online property management system, lease revenue optimization program, web-based marketing pro- grams and online resident portals which allow us to drive more efficiency in our operations and provide responsive service for our residents. In 2012, same store NOI increased 6.6% from the prior year, a record performance for MAA. We maintained 95.9% physical occupancy across our same-store portfolio in 2012 and managed turnover to just 56.1%. — P A G E E L E V E N — M A A / 2 0 1 2 A N N U A L R E P O R T Nashville, TN / Venue at Cool Springs — P A G E T W E L V E — P R O V E N P E R F O R M A N C E — P A G E T H I R T E E N — M A A / 2 0 1 2 A N N U A L R E P O R T L O W S HAR E L E Y F M O T 2012 S R E D L O H E LOW SHAR M Y F E L H O L D E R S T O Eric Bolton C H A I R M A N & C E O — P A G E F O U R T E E N — P R O V E N P E R F O R M A N C E — To My Fellow Shareholders — The demand for high-quality and professionally managed apartment housing is strong and growing. Fueled by improving employment markets and increasing new household formation, we expect these positive trends will be particularly evident in the high-growth Sunbelt region of the country where we focus your investment capital. As I’ve reported to you over the past couple of years, the very favorable leasing trends that began as a collapse in the single- family “for sale” housing market encouraged an increasing number of households to meet their needs within the rental market. This influence, coupled with the lowest level of new apartment construction in the last 40 years, created very favorable leasing conditions. shareholders through paying a secure and growing cash divi- dend, over full market and economic cycles, is a key variable in delivering superior long-term shareholder return. During the current “up” cycle for apartment real estate our team of professionals at MAA has been actively working to further fortify our balance sheet and position the company for favor- able access to the capital markets. Additionally, we are increasingly recycling investment capital into newer and more profitable apartment properties that will drive higher levels of shareholder value over the long haul. And, we are continu- ously strengthening and fine-tuning a number of our operating processes to deliver superior and more efficient services for our residents. MAA’s culture and long-standing priority “…paying a secure and growing cash dividend, over full market and economic cycles, is a key variable in delivering superior long-term shareholder return.” The favorable leasing conditions have not gone unnoticed by developers, investors or lenders, and the development of new apartment communities is increasing. However, at this point construction activity is not at a level that is concerning or that exceeds the growing level of demand for apartments. While we believe that leasing conditions are likely to moderate some from 2012, we expect the leasing environment will continue to support our ability to capture strong and above average rent growth over the next couple of years. There has been some discussion by analysts that the recovery underway in the single-family housing market is a cause for concern. We don’t share that concern. The high number of move-outs of residents to buy a house in the 2003–2007 timeframe was, to a large degree, fueled by overly aggressive mortgage financing products, coupled with the false belief that a single-family home was almost certain to generate a positive investment return. The last few years have clearly shown that is not always the case. The next wave of future homeowners, those who today are in the age bracket of their early 20’s to early 30’s, are more likely to stay in the apart- ment rental market longer. Record levels of student debt, more disciplined mortgage financing practices, a desire for more flexibility and mobility, and a general desire for the conve- nience and lifestyle surrounding apartment living will compel many rental households to stay in the rental market longer. At MAA we continue to take a long-term approach to invest- ing. Our approach is centered on deploying investment capital to generate secure, growing “full cycle” cash flow. As a Real Estate Investment Trust we believe that generating value for placed on on-site property operations along with a disciplined approach to deploying capital are the key cornerstones in our ability to extract superior performance and value from the property investments we own. MAA had a record year of performance in 2012. And with a favorable outlook for apartment leasing fundamentals over the next couple of years, we believe MAA is in a solid position to continue generating record results. We remain excited about our outlook. Our record results in 2012 were only possible due to the hard work and dedication of 1,400 MAA associates working every day to serve our residents and our shareholders and to support each other. I want to thank them for their professionalism and dedication to our team. I also want to express my deep appreciation and gratitude to General John Grinalds, who will be retiring from our Board of Directors effective at our annual shareholder meeting in May. General Grinalds joined our Board of Directors in 1997 and is our longest serving independent director. His wise counsel over the past 16 years has been a key contributor to the growth and success that we have captured. Sincerely, H. Eric Bolton, Jr. Chairman and CEO — P A G E F I F T E E N — Balance Sheet Strength 4.3x 3.7x 3.1x 52.5% 30.5% 12.4% 2010 2011 MAA Fixed Charge Coverage 2012 2010 2011 MAA Unencumbered Assets to Gross Assets At December 31 for each period 2012 $2.85B C O M M O N E Q U I T Y 6 3 % 44.1% D E B T T O G R O S S A S S E T S $1.68B D E B T 3 7 % MAA Debt to Total Capitalization 12/31/2012 Total Capitalization equals the total number of shares of common stock and units at period end times the closing stock price plus total debt outstanding AGENCY Fitch Ratings (1) Moody’s Investors Service (2) Standard & Poor’s Ratings Services (1) RATING OUTLOOK BBB Baa2 BBB- Stable Stable Positive Credit Ratings (1) Mid-America Apartment Communities, Inc. and Mid-America Apartments, LP (2) Mid-America Apartments, LP only Balance Sheet Strength P R O V E N P E R F O R M A N C E T E D B A LAN C A L I D O S N O C S T E E H S E C TED BALAN E S H E E T S C O N S O LID A Consolidated Balance Sheets (Dollars in thousands, except per share data) ASSETS: Real estate assets: Land Buildings and improvements Furniture, fixtures and equipment Development and capital improvements in progress Less accumulated depreciation Land held for future development Commercial properties, net Investments in real estate joint ventures Real estate assets, net Cash and cash equivalents Restricted cash Deferred financing costs, net Other assets Goodwill Total assets LIABILITIES AND SHAREHOLDERS’ EQUITY: Liabilities: Secured notes payable Unsecured notes payable Accounts payable Fair market value of interest rate swaps Accrued expenses and other liabilities Security deposits Total liabilities Redeemable stock Shareholders’ equity: Common stock, $0.01 par value per share, 100,000,000 shares authorized; 42,316,398 and 38,959,338 shares issued and outstanding at December 31, 2012 and December 31, 2011, respectively(1) Additional paid-in capital Accumulated distributions in excess of net income Accumulated other comprehensive losses Total MAA shareholders’ equity Noncontrolling interest Total equity Total liabilities and equity December 31, 2012 2011 $ 386,670 3,170,413 98,044 52,455 $ 333,846 2,879,289 92,170 53,790 3,707,582 (1,027,618) 3,359,095 (961,724) 2,679,964 1,205 8,065 4,837 2,694,071 9,075 808 13,842 29,166 4,106 2,397,371 1,306 8,125 17,006 2,423,808 57,317 1,362 14,680 29,195 4,106 $ 2,751,068 $ 2,530,468 $ 1,190,848 483,000 4,586 21,423 94,719 6,669 1,801,245 4,713 422 1,542,999 (603,315) (26,054) 914,052 31,058 945,110 $ 1,514,755 135,000 2,091 33,095 91,718 6,310 1,782,969 4,037 389 1,375,623 (621,833) (35,848) 718,331 25,131 743,462 $ 2,751,068 $ 2,530,468 (1) Number of shares issued and outstanding represents total shares of common stock regardless of classification on the consolidated balance sheet. The number of shares classified as redeemable stock on the consolidated balance sheet for December 31, 2012 and December 31, 2011 is 72,786 and 65,771, respectively. — P A G E S E V E N T E E N — Proven Performance $194 M A A S N L U S R E I T M U LT I FA M I LY M S C I U S R E I T S & P 5 0 0 12/31/07 12/31/08 12/31/09 12/31/10 12/31/11 12/31/12 $225 200 175 150 125 100 75 50 25 Total Return Performance / MAA Shareholder Return Performance Exceeds Benchmarks ( S OU RC E : SN L EQU I T Y R E SE A RCH ) $4.57 3.73 3.79 3.77 3.98 3.20 3.33 3.55 2.87 3.00 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Funds From Operations per Share FFO/Share for 2003 and 2010 excludes non-routine items. $2.64 2.46 2.46 2.46 2.51 2.34 2.34 2.35 2.42 2.38 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Annual Cash Dividends Paid per Share 75 Consecutive Quarterly Cash Dividends Paid – Never Cut or Reduced Proven Performance P R O V E N P E R F O R M A N C E M A T E T S S N O I T A E N T S O F OPE R A T I O N S S T ATE M R ENTS OF OPE Consolidated Statements of Operations (Dollars in thousands, except per share data) Operating revenues: Rental revenues Other property revenues Total property revenues Management fee income Total operating revenues Property operating expenses: Personnel Building repairs and maintenance Real estate taxes and insurance Utilities Landscaping Other operating Depreciation and amortization Total property operating expenses Acquisition expenses Property management expenses General and administrative expenses Income from continuing operations before non-operating items Interest and other non-property income Interest expense Loss on debt extinguishment/modification Amortization of deferred financing costs Net casualty (loss) gain after insurance and other settlement proceeds Gain on sale of non-depreciable assets Gain on properties acquired from joint ventures Income from continuing operations before loss from real estate joint ventures Loss from real estate joint ventures Income from continuing operations Discontinued operations: Income from discontinued operations before gain (loss) on sale Net casualty gain (loss) after insurance and other settlement proceeds on discontinued operations Gain (loss) on sale of discontinued operations Consolidated net income Net income attributable to noncontrolling interests Net income attributable to MAA Preferred dividend distributions Premiums and original issuance costs associated with the redemption of preferred stock Years Ended December 31, 2012 2011 2010 $ 456,202 40,064 $ 393,142 36,647 $ 348,522 30,936 496,266 899 497,165 57,190 15,957 56,907 27,248 11,163 34,861 126,136 329,462 1,581 22,084 13,762 130,276 430 (58,751) (654) (3,552) (6) 45 — 67,788 (223) 67,565 577 48 41,635 109,825 4,602 105,223 — — 429,789 1,017 430,806 51,679 14,656 48,769 25,188 10,328 31,957 110,870 293,447 3,319 20,700 18,123 95,217 802 (57,415) (755) (2,902) (619) 1,084 — 35,412 (593) 34,819 3,625 (12) 12,799 51,231 2,410 48,821 — — 379,458 680 380,138 47,816 13,760 43,220 22,571 9,558 26,663 98,384 261,972 2,512 18,035 12,354 85,265 903 (54,632) — (2,627) 314 — 752 29,975 (1,149) 28,826 2,051 — (2) 30,875 1,114 29,761 6,549 5,149 Net income available for MAA common shareholders $ 105,223 $ 48,821 $ 18,063 Earnings per common share—basic: Income from continuing operations available for common shareholders Discontinued property operations Net income available for common shareholders Earnings per share—diluted: Income from continuing operations available for common shareholders Discontinued property operations Net income available for common shareholders Dividends declared per common share — P A G E N I N E T E E N — $ $ $ $ 1.58 0.98 2.56 1.57 0.99 2.56 $ $ $ $ 0.90 0.42 1.32 0.89 0.42 1.31 $ $ $ $ 0.50 0.07 0.57 0.49 0.07 0.56 $ 2.6750 $ 2.5425 $ 2.4725 M A A / 2 0 1 2 A N N U A L R E P O R T C N A FI N I A L H IGHLI G H T S S T H G IAL HIGHLI FIN A N C Financial Highlights (Dollars and shares in thousands, except per share data) Net income attributable to MAA Preferred dividend distribution Premiums and original issuance costs associated with the redemption of preferred stock Net income available for common shareholders Depreciation and amortization of real estate assets Asset impairment Net casualty (gain) loss and other settlement proceeds Gain on properties contributed to joint ventures (Gain) loss on sales of discontinued operations Depreciation and amortization of real estate assets of discontinued operations Depreciation and amortization of real estate assets of real estate joint ventures Net income attributable to noncontrolling interests Funds from operations Non-routine items: Premiums and original issuance costs associated with the redemption of preferred stock Funds from operations before non-routine items Weighted average shares, diluted Net income per share available for common shareholders, diluted Weighted average shares and units, diluted Funds from operations per share and unit, diluted Funds from operations before non-routine items per share and unit, diluted Dividends paid per share Real estate owned, at cost Capital improvements in progress Investments in real estate joint ventures Total debt Shareholders’ equity, redeemable stock and minority interest Market capitalization (shares and units)(2) Number of properties, including joint venture ownership interest Number of apartment units, including joint venture ownership interest Years Ended December 31, 2012 2011 2010(1) $ 105,223 — — $ 48,821 — — $ 105,223 123,767 — (42) — (41,635) 2,507 1,887 4,602 48,821 108,660 — 631 — (12,799) 5,557 2,262 2,410 29,761 (6,549) (5,149) 18,063 96,320 1,914 (330) (752) 2 5,680 1,896 1,114 $ 196,309 $ 155,542 $ 123,907 — — 5,149 $ 196,309 $ 155,542 $ 129,056 42,937 2.56 42,911 4.57 4.57 2.64 $ $ $ $ $ 3,734,544 52,455 $ $ 4,837 $ 1,673,848 $ 949,823 $ 2,852,113 39,087 1.31 39,051 3.98 3.98 2.51 $ $ $ $ $ 3,396,934 53,790 $ $ 17,006 $ 1,649,755 $ 747,499 $ 2,558,107 31,977 0.56 34,219 3.62 3.77 2.46 $ $ $ $ $ 2,958,765 11,501 $ $ 17,505 $ 1,500,193 $ 544,392 $ 2,353,115 166 49,591 167 49,133 157 46,310 (1) In accordance with NAREIT’s current guidance, FFO has been updated to exclude asset impairment write downs. (2) Market capitalization includes common shares, regardless of classification on balance sheet, and partnership units (value based on common stock equivalency). — P A G E T W E N T Y — 2 1 0 2 A N N U A L R E P O R T 2012 T R O P E ANNUAL R 2 0 1 2 Shareholder Information CEO AND CFO CERTIFICATIONS As is required by Section 303A.12(a) of the NYSE’s corporate governance standards, the CEO Certification has been previously filed without qualification with the NYSE. Certifications of the CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 have been filed as exhibits to MAA’s Form 10-K. THE OPEN ARMS FOUNDATION The Open Arms Foundation is MAA’s award- winning corporate charity that provides fully- furnished, two-bedroom apartment homes free of charge to families displaced from their own homes while seeking medical treatment. In addition to rent, The Open Arms Founda- tion also pays for basic utilities including electricity/gas, phone, cable and internet. At the time of printing of this report, The Open Arms Foundation was providing 42 homes to families in medical crisis across 11 states. In its 19-year history, the foundation has provided 2,400 families with nearly 145,500 nights of rest away from home. To find out more about The Open Arms Foundation please visit www.maac.com. CORPORATE HEADQUARTERS MAA 6584 Poplar Avenue Memphis, TN 38138 901-682-6600 www.maac.com GENERAL COUNSEL Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, Memphis, TN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP, Memphis, TN ANNUAL SHAREHOLDERS MEETING MAA will hold its 2013 Annual Meeting of Shareholders on Tuesday, May 21, 2013 at 11:00 a.m. CDT at their corporate head- quarters located in Memphis, TN. STOCK LISTING MAA’s common stock is listed on the New York Stock Exchange (NYSE) and is traded under the stock symbol MAA. TRANSFER AGENT AND REGISTRAR American Stock Transfer & Trust Company 800-937-5449 or www.amstock.com Registered shareholders who have ques- tions about their accounts or who wish to change ownership or address of stock; to report lost, stolen or destroyed certificates; or wish to enroll in our dividend reinvestment plan or direct stock purchase program should contact American Stock Transfer & Trust Company at the shareholder service number listed above or access their account at the website listed above. Beneficial owners who own shares held in “street name” should contact their broker or bank for all questions. Limited partners of Mid-America Apart- ments, L.P. wishing to transfer their units or convert units into shares of common stock of MAA should contact MAA directly at the corporate headquarters. ANNUAL REPORT AND FORM 10-K A copy of MAA’s Annual Report and Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission (SEC) will be sent without charge upon written request. Please address requests to the corporate headquarters, attention Investor Relations or email your request to investor.relations@maac.com. Other MAA SEC filings as well as corporate governance documents are also on the “For Investors” page of our website at www.maac.com. Board of Directors H. ERIC BOLTON, JR. Chief Executive Officer and Chairman of the Board of Directors, MAA ALAN B. GRAF, JR. Executive Vice President and Chief Financial Officer FedEx Corporation Committee: Audit (Chairman) MAJOR GENERAL JOHN S. GRINALDS, USMC (RET.) Past President The Citadel Committee: Audit RALPH HORN Past President, Chief Executive Officer and Chairman of the Board of Directors First Horizon National Corporation Committees: Compensation; Nominating and Corporate Governance (Chairman) WILLIAM B. SANSOM President, Chief Executive Officer and Chairman of the Board of Directors H.T. Hackney Co. Committees: Compensation; Nominating and Corporate Governance GARY SHORB President and Chief Executive Officer Methodist Le Bonheur Healthcare Committee: Audit PHILIP W. NORWOOD Senior Advisor, Past President and Chief Executive Officer Faison Enterprises, Inc. Committees: Compensation (Chairman); Nominating and Corporate Governance W. REID SANDERS Managing Partner Chickasaw Partners Committee: Audit m o c . s r o n n o c - n a r r u c . w w w / . c n I , s r o n n o C & n a r r u C y b n g i s e D t r o p e R l a u n n A 6584 Poplar Avenue / Memphis, TN / 38138 WWW.MAAC.COM 

Continue reading text version or see original annual report in PDF format above